Vietnam’s Law on Investment 2020 has been replaced. Since 1 March 2026, foreign investment into Vietnam is governed by the Law on Investment No. 143/2025/QH15 (the “Law on Investment 2025”), with Decree No. 96/2026/ND-CP as the main implementing decree, and the rules on conditional business lines changed again on 1 July 2026.
A market-entry plan that still assumes the old sequence (investment registration first, company second), the old 227-line conditional list, or the market-access appendices of Decree 31/2021 rests on a rulebook that no longer applies. So what has actually changed, what has not, and which mistakes do foreign investors still make? The building blocks have not moved: our guide to the two documents that create a project covers the investment policy approval and the Investment Registration Certificate (IRC), and our three-question test shows where your business line sits.
TL;DR – The Law on Investment 2025 (effective 1 March 2026, implemented by Decree 96/2026) replaces the 2020 Law. The headline changes are a new option to register the company before the investment project, a shorter conditional-business-lines list (142 lines from 1 July 2026, 137 from March 2027), and a shift from pre-approval towards post-inspection supervision. Market-access limits for foreign investors, sub-licences, and the old “not prohibited does not mean allowed” trap all remain.
This is our first article in our ongoing legal series. You may refer to the others here:
- The Two Documents That Create a Project in Vietnam: Investment Policy Approval and the IRC
- The Three-Question Test: Is Your Business Line Prohibited, Conditional, or Actually Allowed in Vietnam?
- Closed or Conditional? Vietnam’s Market-Access List for Foreign Investors, Explained
What Exactly Replaced the Law on Investment 2020?
The Law on Investment No. 143/2025/QH15 was passed by the National Assembly on 11 December 2025 and took effect on 1 March 2026, as recorded in the Government’s Official Gazette. Its implementing decree, Decree No. 96/2026/ND-CP dated 31 March 2026, is the operative text today. Decree No. 31/2021/ND-CP, the decree that most English guides still quote for market-access conditions, and its 2025 amendment Decree No. 239/2025/ND-CP lapsed when the law took effect on 1 March 2026.
The Government News portal carries the full English translation of the Law on Investment 2025, which is the cheapest way to check a claim against the actual text. For the wider picture, see our overview of Vietnam’s Law on Investment 2025.
What Actually Happened on 1 July 2026?
One date deserves a second look. Article 7 of the new law and its list of conditional business lines took effect on 1 July 2026, later than the rest of the law. That date is now history, so here is what it did to the rulebook.
Until 30 June 2026, conditional business lines were still governed by the 2020 framework: the old list of about 227 lines (amended up to 236 before the reset). Then, on 1 July 2026, two things happened at once. The statutory list that came with the new law, 198 conditional business lines, took effect, and the Government’s Resolution No. 66.17/2026/NQ-CP cut it to 142 lines on the same day. The Government News list of the 142 conditional business lines names every one of them.
Three practical points follow. Licences and certificates issued for lines that were cut stay valid to their expiry dates. The resolution runs from 1 July 2026 to 28 February 2027, and where it conflicts with another document, authorities apply the resolution. And a 2026 entry plan can straddle two versions of the same list: a May filing was assessed against different conditions from an August one.
The framework keeps moving. Recreational nitrous oxide joins the prohibited list on 1 January 2027, and Law No. 24/2026/QH16, passed on 24 August 2026, trims the conditional list to 137 from 1 March 2027 while adding one new line for authorised visa-support services.
What Do Article 6, Appendix I and Appendix IV Cover?
Three provisions answer three different questions: banned outright, restricted for foreign investors, or conditional for everyone? Each lives in a different instrument, and mixing them up is the most common expensive mistake in this series.
Article 6: Prohibited for Every Investor
Article 6 of the Law on Investment 2025 is the no-go list, and it applies to everyone, domestic or foreign. It bans eleven groups outright: narcotics; prohibited chemicals and minerals; endangered wildlife and plants; prostitution; trafficking in persons, human bodies or human fetuses; human cloning; firecrackers; debt-collection services; national treasures; the export of relics and antiques; and e-cigarettes and heated tobacco. There is no licence to apply for and no ownership cap to negotiate.
Appendix I: What Foreign Investors May Touch
Appendix I to Decree No. 96/2026/ND-CP is the market-access negative list, and it is a foreign-investor layer only. It names 23 business lines that are closed to foreign capital and 62 more that are open only with conditions such as ownership caps. Everything else is generally open, subject to other applicable laws and treaties. A sector can be perfectly legal for a Vietnamese company and closed or capped for a foreign one. Our guide to the market-access list names what sits on it.
Appendix IV: What Is Conditional for Everyone
Appendix IV of the Law on Investment is the list of conditional business lines: 142 of them since 1 July 2026, amended from the statutory 198 by Resolution No. 66.17/2026/NQ-CP. They are legal for any company once the sector conditions are met, and the conditions bite in one of two ways: a licence or certificate you must hold before you operate, or a condition you are checked against after you start. Food-safety certificates, fire-prevention approvals and construction permits are the everyday examples. These sub-licences still bind everyone, whatever the passport behind the company.
What Changed in Practice?
For most foreign investors, four changes matter:
- Entry sequence: the 2020 sequence was IRC first, then the Enterprise Registration Certificate (ERC). Now either order works: register the company first if you prefer, with the IRC to follow within 12 months.
- Conditional business lines: about 227 lines under the old framework, now 142 from 1 July 2026 under Resolution No. 66.17/2026/NQ-CP, and 137 from March 2027.
- Regulatory approach: less pre-approval, more post-inspection supervision. Some sectors now run on “operate compliantly, verify by inspection”.
- M&A and capital-contribution registration: where the dossier once disclosed the actual transaction value, expected transaction value may now be stated (Decree No. 96/2026/ND-CP, Article 76).
Registering the Company Before the Investment Registration Certificate
The entry-sequence change is the one clients ask about most. Under Article 19 of the new law and Article 72 of Decree No. 96/2026/ND-CP, a foreign investor may now establish the project company first and obtain the Investment Registration Certificate afterwards, within 12 months of incorporation. Until the IRC is issued, the company may not implement the project or expand its registered business lines. It is a sequencing option, not a shortcut. Our post on investment policy approval and the IRC looks at how the two documents fit together.
From Pre-Approval to Post-Inspection Supervision
The post-inspection shift cuts both ways. Some businesses see fewer front-end licensing delays, but compliance must exist from day one, because inspections arrive afterwards and compare registered business lines against actual revenue.
What Did Not Change?
- Prohibited sectors stay prohibited. The Article 6 list covers the eleven groups named above and applies to every investor.
- Market-access conditions for foreign investors remain a separate layer. Sectors that are closed or open-with-conditions to foreign capital are still listed separately.
- Conditional business lines still bind everyone, and many still require additional approvals after the company is registered: the “sub-licences” (giấy phép con) such as food-safety certificates, fire-prevention approvals and construction permits.
- Foreign ownership limits (FOL) still need a sector-by-sector check before any structure is chosen.
- “Not prohibited” still does not mean “allowed”. Where a business model falls outside the express lists, other sector-specific laws, licensing regimes and regulatory rules may still apply.
What Do Foreign Investors Still Get Wrong?
- Planning from 2020-era guides. Much of the English content online still describes Decree 31/2021 and the IRC-first sequence as current law, producing wrong sequencing and wrong timelines. Check any guide against the 2026 dates before relying on it.
- Reading the wrong list. The conditional-business-lines list applies to all investors; the market-access list applies only to foreigners. Confusing the two leads to assuming a sector is closed when it is not, or open when it is.
- Treating the ERC-first route as a fast track. The 12-month IRC deadline, the Enterprise Law‘s 90-day capital-contribution clock and banking practice do not always fit together. State Bank Circular No. 38/2026/TT-NHNN, effective 18 August 2026, allows a company to open an investment capital account and receive charter capital before the IRC is issued, but only for limited purposes. Investors who incorporate first should confirm both the licensing authority’s procedure and their bank’s practice.
- Forgetting sub-licences. A registered company is not yet a trading company. Food, education, construction, telecoms and many other lines need separate permits, and applying late is one of the most common, and most avoidable, causes of delay.
- Assuming silence means permission. When a fractional real-estate product was distributed through a securities app in June 2024, the State Securities Commission ordered it halted because no regulations governed the model, as Vietnam News reported. Peer-to-peer lending now operates only inside a regulatory sandbox (Decree No. 94/2025/ND-CP), and crypto assets, recognised under the Law on Digital Technology Industry 2025, only under the pilot framework of Resolution No. 05/2025/NQ-CP. Practice outruns legislation, and the safe route in a grey zone is to verify with the competent authority first.
What Should Investors Do Now?
Your 2026 Vietnam Market-Entry Checklist
- Re-check your entry plan against the framework in force on the day you file, not the day the plan was written.
- Run the three questions for your intended business lines: prohibited? conditional? actually open to foreign investors?
- Map required sub-licences before signing leases or ordering equipment.
- Choose your sequence deliberately, IRC first or ERC first, with your adviser and your bank in the conversation.
For the practical steps, see our complete step-by-step guide to setting up a business in Vietnam, and for the pitfalls, our guide to common mistakes when setting up in Vietnam. If structures are still open, our guide to choosing the best company structure is the natural starting point.
Conclusion
The 2025 law is an evolution, not a reset. Market-access conditions, conditional lines, sub-licences and project registration are all still here. What has changed is the sequence, the list lengths and the moment regulators check you. Investors who update their assumptions to 2026 keep the flexibility the reform intended; investors who do not walk into its traps.
Thinking about entering or expanding in Vietnam? Contact United Consulting to discuss how the 2026 investment framework applies to your project.
